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2339 Fair Oaks Building

2339 Fair Oaks Building. Confidential. Proposed Company Structure. Prola Vega LLC. 2339 Fair Oaks LLC JAS Manager Borsac non-voting member. 2339 Fair Oaks RE LLC JAS Manager. PVRE LLC JAS Manager. Confidential. Proposed Company F unctions. Prola Vega LLC :

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2339 Fair Oaks Building

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  1. 2339 Fair Oaks Building Confidential

  2. Proposed Company Structure Prola Vega LLC • 2339 Fair Oaks LLC • JAS Manager • Borsac non-voting member • 2339 Fair Oaks RE LLC • JAS Manager • PVRE LLC • JAS Manager Confidential

  3. Proposed Company Functions • Prola Vega LLC: • Lender/Beneficiary under Note/Deed of Trust (acquired from Wilmington Trust/Wells Fargo). • Will receive mortgage payments from 2339 FO RE LLC. • Will contribute capital or advance funds to 2339 FO LLC (which will in turn contribute or advance to 2339 FO RE LLC) to cover operation, maintenance, etc. of Property including Ground Lease payments, insurance, taxes, CAM assessments pending execution and commencement of Operating Lease and thereafter to the extent, if any, those costs are not covered by Operating Lease rental payments. • Will contribute capital or advance funds to 2339 FO LLC (which will in turn contribute or advance funds to PVRE LLC) to be loaned to Operating Lease tenant for tenant improvements. • All capital contributed or advanced by PV earns 12% per annum preferred return. • 2339 Fair Oaks LLC • Will take assignment from BORSAC 1 of Ground Lessee’s interest in Ground Lease subject to Note/Deed of Trust. • Will assign Ground Lease Ground Lessee’s interest in Ground Lease to 2339 FO RE LLC, subject to Note/Deed of Trust. • 2339 Fair Oaks RE LLC • Ground Lessee (by assignment from BORSAC1) subject to Note/Deed of Trust. • Makes mortgage payments to PV. • Landlord under Operating Lease (e.g. Sunflower; Sprouts). • PV RE LLC • Loans money to Operating Lease tenant (e.g. Sunflower/Sprouts) to fund Tenant Improvements. • Preliminary TI Loan Terms: $1M; 6% interest ; Fully-amortizing over initial Operating Lease term. • Borsac 1 LLC • Non-voting member of 2339 Fair Oaks LLC • Will assign Ground Lease, any claims that it may have against Borders or Borders Group and all agreements, permits, and contracts related to the operation and maintenance of the building to 2339 FO LLC. • Will remain primary obligor under the Note/Deed of Trust (i.e. 2339 FO LLC will not assume the Note/Deed of Trust – it will take assignment of the Ground Lease “subject to”). Confidential

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